Title to Property; Encumbrances. (a) The Company does not own any real property or any Structures.
Title to Property; Encumbrances. (a) The Company has, and immediately prior to the Closing will have, good, valid and marketable title in fee simple to all Real Property and all personal property reflected on the Balance Sheet as owned by the Company and all Real Property and personal property acquired by the Company since the Balance Sheet Date, in each case free and clear of all Liens except (i) as set forth on Schedule 4.5(a), (ii) for sales and other dispositions of inventory in the Ordinary Course since the Balance Sheet Date which, in the aggregate, have not been materially different from prior periods, and (iii) Permitted Liens.
Title to Property; Encumbrances. (a) The Company has good and marketable title to all of its properties and assets free and clear of any payment obligation to any third party or any other lien or encumbrance .
Title to Property; Encumbrances. Either VSI or Seller has good, valid and, in the case of real properties, marketable title to all the properties and assets shown on the Financial Statements or thereafter acquired, including the Assets (except for (i) inventory subsequently sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practice, (ii) accounts receivable subsequently collected in the ordinary course of business consistent with past practice and (iii) immaterial amounts of inventory, machinery and equipment that have been determined to be obsolete or otherwise not necessary and have been disposed of in the ordinary course of business consistent with past practice), in each case free and clear of all Encumbrances except for any Encumbrance reflected in Schedule 2.14 hereof. All buildings, structures, improvements and fixtures owned, leased or used by VSI or Seller in the conduct of their respective businesses conform in all material respects to all applicable codes, and rules adopted by any applicable Governmental Body or national and local associations and boards of insurance underwriters; and all such buildings, structures, improvements and fixtures are in good operating condition and repair, normal "wear and tear" excepted.
Title to Property; Encumbrances. Section 3.7 of the Buyer Disclosure Schedule contains a complete and accurate list of all real property, leaseholds or other interests therein owned by Buyer or any Buyer Subsidiary. Buyer has delivered or made available to Seller copies of the deeds and other instruments (as recorded) by which Buyer acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Buyer and relating to such property or interests. Buyer does not own any real property.
Title to Property; Encumbrances. (a) Seller has, and immediately prior to the Closing Date will have, good, merchantable and valid title to all the Business Assets (except for the Properties) and good, marketable and valid leasehold title to the Property Leases, in each case, free and clear of all Liens other than Permitted Liens. Schedule 3.5(a) hereto lists all third parties whose consents to assignments of --------------- Intangible Assets constituting Business Assets is or may be required in order to perfect such assignments.
Title to Property; Encumbrances. (a) The Company has, and immediately prior to the Closing will have, good, valid and marketable title to all personal property reflected on the Balance Sheet as owned by the Company and personal property acquired by the Company since the Balance Sheet Date, in each case free and clear of all Liens except (i) as set forth on Schedule 4.5(a), (ii) for sales and other dispositions of inventory in the Ordinary Course since the Balance Sheet Date which, in the aggregate, have not been materially different from prior periods, and (iii) Permitted Liens.
Title to Property; Encumbrances. The Company has good and valid title to all of its tangible properties, and interests in tangible properties and assets, real and personal, reflected on the Balance Sheet or acquired after the Balance Sheet Date (except tangible properties and assets, or interests in tangible properties and assets, sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets which afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except (a) Permitted Encumbrances, (b) such imperfections of title and non-monetary Encumbrances as do not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (c) the rights of landlords or lessors under such leasehold interests, and (d) liens securing Indebtedness that is reflected on the Balance Sheet.
Title to Property; Encumbrances. (a) The Company has no Owned Real Property, and has, and immediately prior to the Closing will have, good, valid and marketable title to all personal property reflected on the Balance Sheet as owned by the Company and all personal property acquired by the Company since the Balance Sheet Date, in each case free and clear of all Liens, and except for sales and other dispositions of inventory in the Ordinary Course since the Balance Sheet Date which, in the aggregate, have not been materially different from prior periods.
Title to Property; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all leaseholds, or other interests therein owned by any Acquired Company. The Acquired Companies own all the property and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all of the property and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances, except, with respect to all such property and assets, (a) security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due.
